Kurt Simmons, Jr.

About Kurt Simmons, Jr.

Independent director at Healthcare Services Group, Inc. (HCSG); age 43; director since 2021. CPA and audit partner at WithumSmith+Brown, PC since 2021; previously partner at Citrin Cooperman (2017–2021). Expertise spans Sarbanes-Oxley 404 integrated audits, technical accounting, due diligence; designated HCSG Audit Committee Financial Expert under SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chairman; member of ESG Committee .
• Independence: Board majority independent; Simmons classified independent under Nasdaq rules .
• Audit Committee Financial Expert designation: meets Sarbanes-Oxley Section 407 attributes .
• Engagement and attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; Audit Committee met 5 times; ESG met 4 times .
• Board leadership continuity: In the absence of the Board Chair, the Audit Committee Chair assumes interim Chair responsibilities .

Fixed Compensation

• Director fee schedule (quarterly): Audit Committee Chair $15,000; non-chair Audit Committee $7,500; NCSO Committee $3,750; directors not on these committees $2,500. Directors receive annual DSUs; DSUs vest in one year and settle on the earlier of 5-year anniversary, death/disability/separation, or change of control; directors may elect retainers in fully vested DSUs. Simmons elected to receive his 2024 retainer in DSUs .

Performance Compensation

• Directors: No performance-based metrics disclosed for director compensation; DSU grants are time-based (one-year vest) .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA with over twenty years in public accounting; executive and financial expertise; qualifies as Audit Committee Financial Expert .
• Focus areas: SOX 404, technical accounting, due diligence; professional associations indicate network and ongoing engagement in corporate finance and technology .

Equity Ownership

Policy safeguards:

• Anti-hedging policy prohibits officers and directors from hedging HCSG stock; trading restricted to non–black-out periods .
• Clawback policy (Nasdaq-compliant) requires recoupment of incentive compensation upon restatement; overseen by NCSO Committee .

Governance Assessment

• Board effectiveness: Strong audit oversight under Simmons (5 meetings in 2024, formal charter, direct auditor oversight, internal controls, compliance, cybersecurity oversight); Simmons authored Audit Committee Report as Chair .
• Independence and alignment: Independent status; elected DSUs in lieu of cash demonstrating equity alignment; no vested options disclosed (reduces asymmetry) .
• Shareholder confidence signals: High say-on-pay approvals—93% (2023) and ~91% (2024)—suggest constructive investor dialogue and support for HCSG’s pay framework and governance .

Potential conflicts and related-party oversight:

• No Simmons-specific related-party transactions disclosed .
• Company-level related-party transactions monitored by Audit Committee (which Simmons chairs), including: CEO’s brother-in-law compensation ($770k in 2024) and professional fees to Griffin Financial/Stevens & Lee (Thomas G. Whalen relationship; $1,964,839 fees in 2024); Whalen deemed independent under Nasdaq due to <5% revenue threshold .
• RED FLAGS: Presence of family-related employment (CEO’s brother-in-law) requires ongoing rigorous oversight; however, Audit Committee review and comparability rationale disclosed, mitigating governance risk . No pledging or hedging allowed for directors reduces alignment risks .

Say-on-Pay & shareholder feedback:

Overall view:

• Simmons’ financial expertise and role as Audit Committee Chair strengthen control environment, disclosure quality, and risk oversight—key for investor confidence .
• Equity-aligned compensation choice (DSUs) and independent status support governance quality; no personal related-party exposure disclosed .